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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Bitdeer Technologies Group (Name of Issuer) |
Class A ordinary shares, par value $0.0000001 per share (Title of Class of Securities) |
G11448100 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G11448100 |
| 1 | Names of Reporting Persons
Mega Galaxy International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,571,170.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) The number of shares in Row 5, 7 and 9 represents 6,571,170 class A ordinary shares, par value US$0.0000001 per share, directly held by Mega Galaxy International Limited ("Mega Galaxy"). Mega Galaxy is a British Virgin Islands company wholly owned by Flourishing Well Limited, a company incorporated in the British Virgin Islands, which in turn is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the "Trustee") of The Sharesun Trust, a Hong Kong reserved powers trust (the "Trust"). Mr. Yuesheng Ge is the settlor of the Trust and Mr. Ge and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Ge has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Mega Galaxy in the Issuer.
(2) The percentage in Row 11 is calculated based on 152,346,227 class A ordinary shares of the Issuer as of March 31, 2025. There are 152,346,227 Class A ordinary shares and 44,399,222 Class V ordinary shares issued and outstanding as of March 31, 2025, as disclosed by the Issuer's annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 21, 2025.
SCHEDULE 13G
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| CUSIP No. | G11448100 |
| 1 | Names of Reporting Persons
Yuesheng Ge | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,571,170.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (3) The number of shares in Row 5, 7 and 9 represents 6,571,170 class A ordinary shares, par value US$0.0000001 per share, directly held by Mega Galaxy International Limited ("Mega Galaxy"). Mega Galaxy is a British Virgin Islands company wholly owned by Flourishing Well Limited, a company incorporated in the British Virgin Islands, which in turn is wholly owned and managed by VISTRA Trust (Hong Kong) Limited as trustee (the "Trustee") of The Sharesun Trust, a Hong Kong reserved powers trust (the "Trust"). Mr. Yuesheng Ge is the settlor of the Trust and Mr. Ge and his family members are the beneficiaries of the Trust. Under the terms of the Trust, Mr. Ge has the power to direct the Trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Mega Galaxy in the Issuer.
(4) The percentage in Row 11 is calculated based on 152,346,227 class A ordinary shares of the Issuer as of March 31, 2025. There are 152,346,227 Class A ordinary shares and 44,399,222 Class V ordinary shares issued and outstanding as of March 31, 2025, as disclosed by the Issuer's annual report on Form 20-F for the year ended December 31, 2024 filed with the Securities and Exchange Commission on April 21, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Bitdeer Technologies Group | |
| (b) | Address of issuer's principal executive offices:
08 Kallang Avenue Aperia tower 1, #09-03/04 Singapore 339509 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Mega Galaxy International Limited, and
(ii) Yuesheng Ge
(collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The addresses of the Reporting Persons are:
(i) Mega Galaxy International Limited:
Vistra Corporate Services Centre, Wickhams Cay II
Road Town, Tortola, VG1110
British Virgin Islands
(ii) Yuesheng Ge:
Aperia Tower 1, #17-01
8 Kallang Avenue
Singapore 339509 | |
| (c) | Citizenship:
Mega Galaxy International Limited - British Virgin Islands
Yuesheng Ge - Chinese | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.0000001 per share | |
| (e) | CUSIP No.:
G11448100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Mega Galaxy International Limited: 6,571,170 class A ordinary shares
Yunsheng Ge: 6,571,170 class A ordinary shares | |
| (b) | Percent of class:
Mega Galaxy International Limited: 4.3%
Yunsheng Ge: 4.3% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mega Galaxy International Limited: 6,571,170 class A ordinary shares
Yunsheng Ge: 6,571,170 class A ordinary shares | ||
| (ii) Shared power to vote or to direct the vote:
Mega Galaxy International Limited: 0 class A ordinary shares
Yunsheng Ge: 0 class A ordinary shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mega Galaxy International Limited: 6,571,170 class A ordinary shares
Yunsheng Ge: 6,571,170 class A ordinary shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mega Galaxy International Limited: 0 class A ordinary shares
Yunsheng Ge: 0 class A ordinary shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2(a) in lieu of an exhibit. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the class A ordinary shares, par value $0.0000001 per share, of Bitdeer Technologies Group, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 14, 2025.
| Mega Galaxy International Limited | ||
| By: | /s/ Yuesheng Ge | |
| Name: | Yuesheng Ge | |
| Title: | Director | |
| Yuesheng Ge | ||
| /s/ Yuesheng Ge | ||